California Permit. The Commissioner of Corporations for the State of California shall have approved the terms and conditions of the transactions contemplated by this Agreement, and the fairness of such terms and conditions pursuant to Section 25142 of the California Corporations Code ("CALIFORNIA CODE") following a hearing for such purpose, and shall have issued a Permit under Section 25121 of the California Code.
California Permit. The Commissioner of Corporations for the State of California shall have approved the terms and conditions of the transactions contemplated by this Agreement, and the fairness of such terms and conditions pursuant to Section 25142 of California Law following a hearing for such purpose and shall have issued a California Permit under Section 25121 of California Law, so that the issuance of the Parent Common Shares in the Merger shall be exempt from registration under Section 3(a)(10) of the Securities Act.
California Permit. The California Permit shall have been issued by the California Commissioner and no Order suspending the effectiveness of the California Permit or any part thereof shall have been issued.
California Permit. As soon as reasonably practicable following the date of this Agreement, Parent and the Company shall prepare, and Parent shall file (the date of such filing, the “Permit Filing Date”), the necessary documents with the Commissioner of Corporations of the State of California (the “California Commissioner”) to request a hearing (the “Hearing”) to be held by the California Commissioner to consider the terms, conditions and fairness of the Merger pursuant to Sections 25121 and 25142 of the California Corporate Securities Law of 1968 (the “Fairness Hearing Law”), together with an application for a permit (a “California Permit”) from the California Commissioner, so that the issuance of Parent Common Stock in the First Step Merger shall be exempt from registration under the Securities Act, by virtue of the exemption provided by Section 3(a)(10) thereof (such documents to be filed by Parent pursuant to this Section 6.1(a), collectively, the “Permit Application”). The Company shall deliver, or cause to be delivered, the notice of the Hearing (the “Notice”), in the form approved and signed by the California Commissioner, to the Company Stockholders as promptly as practicable and in any event within three Business Days following its approval by the California Commissioner. The Company shall provide to Parent any necessary update that the Company becomes aware of with respect to the identity of the Company Stockholders at least three Business Days prior to such mailing; provided, however, that, unless otherwise agreed by Parent and the Company in writing, the delivery of any notice pursuant to this Section 6.1(a) or Section 6.3 shall not (i) limit or otherwise affect any remedies available to the party receiving such notice provided hereunder; or (ii) be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. Parent and the Company shall prepare a draft of the Permit Application within seven Business Days of the date of this Agreement and use their respective commercially reasonable efforts to finalize such draft as promptly as practicable thereafter. Within one Business Day after finalizing the draft Permit Application, Parent shall file the Permit Application with the California Commissioner.
California Permit. As soon as practicable ----------------- after the date hereof SRS shall prepare and file an application (the "Application") with the California Commissioner of Corporations (the "COC") seeking a permit (the "Permit") under Section 25142 of the California Corporations Code for approval of the terms of the Merger on behalf of SRS stockholders after a hearing thereon. At the request of SRS, Eco shall furnish such information regarding Eco as may be reasonably required for inclusion in the Application. SRS shall provide Eco with a draft Application at least two business days prior to filing with the COC. SRS shall use its best efforts to cause the COC to grant the Permit, including appearing at any hearing required thereunder, in order that the approval by the COC would permit Eco to issue the Merger Consideration without registration under the Securities Act of 1933, as amended (the "Securities Act") pursuant to the exemption provided in Section 3(a)(10) thereof.
California Permit. The parties intend that the Parent Common Stock and Parent Preferred Stock issuable pursuant to Section 1.5 of this Agreement will be exempt from registration under the Securities Act by reason of Section 3(a)(10) of the Securities Act through a fairness hearing (the “Fairness Hearing") conducted in the State of California pursuant to the authority granted by Section 25142 of the California Corporations Code, and all amendments and additions thereto (the “California Code"). If deemed necessary or desirable by Parent in its sole discretion, such Fairness Hearing shall also address the cancellation and retirement of the Company Common Stock pursuant to Section 1.5 hereto, the assumption by Parent of the Company Preferred Warrants pursuant to Section 1.6 hereto, the issuance of Parent Common Stock and Parent Preferred Stock pursuant to Section 1.11 hereto, and such other matters as determined by the Parent in its sole discretion. Each of the parties shall, pursuant to Section 5.2(b) hereto, use Commercially Reasonable Efforts (i) to file an application for issuance of a permit pursuant to Section 25121 of the California Code to issue the Merger Consideration and, if deemed necessary or desirable by the Parent in its sole discretion, to cancel and retire the Company Common Stock pursuant to Section 1.5 hereto, to assume the Company Preferred Warrants pursuant to Section 1.6 hereto, to issue the Parent Common Stock and Parent Preferred Stock pursuant to Section 1.11 hereto and to address such other matters as determined by the Parent in its sole discretion (the “Fairness Hearing Notice"), and (ii) to obtain the California permit (the “California Permit") as promptly as practicable thereafter.
California Permit. The California Commissioner shall have approved the terms and conditions of the transactions contemplated by this Agreement, and the fairness of such terms and conditions following a hearing for such purpose, and shall have issued the California Permit, and no stop order suspending the effectiveness of the California Permit or any part thereof shall have been issued and no proceeding for that purpose or other similar proceeding in respect of the California Permit shall have been initiated or threatened by the California Commissioner; provided, however, that the condition contained in this Section 7.1(a) shall be deemed satisfied if Parent provides the Election Notice pursuant to Section 2.7(e).
California Permit. “California Permit” shall mean a permit issued by the California Commissioner under Section 25121 of the California Corporations Code (following a hearing upon the fairness of the terms and conditions of the Mergers, conducted pursuant to Section 25142 of the California Corporations Code) for the issuance of the Parent Common Stock to be issued in Merger I. Closing Percentage. “Closing Percentage” shall be equal to 100 minus the Escrow Percentage.
California Permit. 58 6.7 No Injunction or Order.......................................... 58 6.8
California Permit. The Company shall have obtained and delivered to ----------------- the Purchaser the California Permit which shall continue in full force and effect.
